Pharma C Investments - Half-year Report and Notice of AGM
18/11/2022 17:26
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RNS Number : 9711G Pharma C Investments PLC 18 November 2022
18 November 2022
Pharma C Investments PLC
("Pharma C" or the "Company")
Interim Results and Notice of AGM
Pharma C Investments (AQSE: PCIL), an early-stage investor and venture builder
in the medical cannabis industry with a particular focus on companies that
provide ancillary products and services to the medicinal cannabis sectors,
announces its interim results for the period ended 30 June 2022.
Pharma C Chair statement
Dear Shareholder,
I am pleased to share the Chairman's state for the six months ended 30 June
2022. Pharma C has continued to provide support to its portfolio company and
actively assess investment opportunities in the medicinal cannabis industry.
The background of geopolitical instability and turbulence in the capital
markets meaning that this has been a challenging period to operate in, but I'm
pleased to report that much progress has been made.
The Company's investment strategy is to identify investment opportunities in
companies that provide ancillary products and services which serve the global
medicinal cannabis sector, with a particular focus on the United Kingdom,
Europe, and Israel, that are internationally recognised as having
well-developed and reputable laws and regulations for the research and
production of medicinal cannabis, and that comply with the United Nations'
Convention on Narcotic Drugs. The Company may also invest in products and
services related to the production of cannabis based medicinal products
("CBMPs") where appropriate.
Performance
In November 2021, the company invested £275,000 in the UK's biggest hemp, CBD
and legal cannabis trade expo and event, Product Earth.
Product Earth is held every August at the National Agricultural Exhibition
Arena (NAEC) near Coventry. The event has been running since 2015 and has
grown to become the largest event in the UK cannabis industry calendar. Due to
the pandemic, the show was postponed in 2020, but in 2021 as lockdown
restrictions eased the event welcomed over 3,000 domestic visitors in a
challenging environment. I am pleased to announce that this year's show was a
real success! Product Earth 2022 attracted 4,500 attendees, and unlike the
COVID-impacted event in 2021, welcomed guests from abroad. A crucial result of
the change in behaviour caused by the pandemic has been a higher proportion of
tickets sold through the online channel rather than cash buyers on the door,
thereby allowing a much richer data-driven strategy to grow the Product Earth
audience including marketing on Facebook and Instagram.
There were over 100 businesses exhibiting, including the UK's leading medical
cannabis clinics (including for the first time, prescribing doctors),
seedbanks from around the globe, and suppliers of products and services
related to the industry.
In summary, Product Earth 2022 consolidated its position as the pre-eminent
event in the UK for the legal medicinal cannabis, CBD and hemp industries.
In 2021, Product Earth established a digital marketing agency, Milk &
Amber which serves clients in the highly regulated CBD and cannabis
industries. Since inception, Milk and Amber has grown its client base and the
management is now scaling the team and processes in anticipation of further
growth during the remainder of 2022 and 2023.
The Directors believe that Product Earth has significant growth potential and
can consolidate its position as the leading UK-based marketing growth engine
for the legal cannabis and related plant wellness industries.
In April 2022, Pharma C invested £100,000 in the AIM IPO of Celadon
Pharmaceuticals plc ("Celadon"). Celadon grows indoor hydroponic premium
medical cannabis flower for the UK medical cannabis market. The company owns a
facility in the Midlands which has been designed to EU pharmaceutical
standards which govern the production of medical cannabis.
Events after the reporting date
Since the IPO of Celadon in April 2022, market sentiment on the medical
cannabis sector in the UK has taken a negative turn and the board took the
decision to sell the stake in order to redeploy the capital into other
opportunities.
On 30 June 2022, the Company announced that it had raised £200,000 by way of
a subscription for 80 million new ordinary shares at 0.25 pence per shares.
The funds were not remitted by the two investors on the due date and despite
repeated confirmations from them that they would fulfil their obligations
under these legally binding agreements, the funds have still not been
received. The Board has therefore reluctantly accepted that these investors
will not be completing their investment, is in the process of taking legal
advice to establish what recourse may be available to the Company and has
commenced the process of seeking alternative investment from new investors.
Consequently the 80 million shares have not been issued and the number of
shares in issue remains at 269,857,144.
Outlook
Pharma C's Directors are pleased with the progress made by Product Earth and
look forward to seeing continued positive performance from that company. The
Directors believe that the market sector which the Company is focused upon
investing in is growing and will be of increasing importance and that the
Company is well placed to identify the right opportunities to explore, and the
right time to make investments given the continuing macroeconomic instability.
I would like to take this opportunity to thank shareholders for their
continued support. We are working towards creating long-term value in the
years ahead. The Board recognises that there are uncertainties ahead in the
markets, and the geopolitical situation remains complex in key areas of the
world. With that said, the Board views the future within the medical cannabis
industry with much optimism. Great businesses are built through trying times,
and we are excited to be involved at the start of a new industry which can
positively impact the lives of so many people. We will continue to keep
shareholders abreast of our progress in the months ahead.
Sharon Segal
Chair of Pharma C Investments Plc
Pharma C Investments plc
Unaudited Statement of Comprehensive Income
for the six months ended 30 June 2022
6 months 6 months
to 30 June 2022 to 30 June 2021
(unaudited) (unaudited)
£'000 £'000
Turnover - -
Administrative expenses (124) (247)
Loss on ordinary activities before taxation (124) (247)
Tax on loss on ordinary activities - -
Loss on ordinary activities after taxation (124) (247)
Retained loss for the period and total comprehensive income for the year (124) (247)
Loss per ordinary share (pence) (0.05p) (0.17p)
Unaudited Statement of financial position
as at 30 June 2022
30-Jun-22 30-Dec-21
(unaudited) (unaudited)
£'000 £'000
Current Assets
Investments 375 275
Debtors and prepayments 33 20
Cash at Bank and in hand 19 247
627 542
Creditors: amounts falling due within one year (80) (71)
Net current assets 347 471
Total assets less current liabilities 347 471
Net assets 347 471
Capital and reserves
Called up share capital 674 674
Share Premium 583 583
Profit and loss account (910) (786)
Equity shareholder funds 347 471
Unaudited Statement of Changes in Equity
for the six months ended 30 June 2022
Share Share Retained Total
capital premium earnings
£'000 £'000 £'000 £'000
At 30 June 2021 674 583 (516) 741
Loss for the 6 months - - (270) (270)
At 31 December
2022 674 583 (786) 471
Loss for the - - (124) (124)
6 months
At 30 June 674 583 (910) 347
2022
Unaudited Statement of Cash flow
for the period ended 30 June 2021
Unaudited Unaudited
period ended period ended
30-Jun-22 30-Jun-21
£'000 £'000
Operating activities
Loss after tax (124) (247)
(Increase)/decrease in trade and other receivables (13) 2
(Decrease)/increase in trade and other payables 9 (14)
Net cash (outflow)/inflow from operating activities (128) (259)
Investing activities
Cost of investments (100) -
Net cash outflow from investing activities (100) -
Finance activities
Proceeds from the issue of share capital - 1,070
Share issue costs - (60)
Net cash inflow from financing activities - 1,010
Net change in cash and cash equivalents (228) 751
Cash and cash equivalents at beginning of period 247 8
Cash and cash equivalents at end of period 19 759
Notes to the interim results
1. General Information
Pharma C Investments Plc is a medicinal cannabis pharmaceutical company
incorporated and registered in the England and Wales. The Company's registered
office is 85 First Floor, Great Portland Street, London, United Kingdom, W1W
7LT. The Company's ordinary shares are traded on the AQSE Exchange Growth
Market as operated by Aquis Stock Exchange Ltd ("AQSE").
2. Basis of Preparation
The interim financial statements have been prepared in the AQSE Listing Rules.
As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial
Statements" in preparing this interim financial information. The interim
financial statements should be read in conjunction with the annual financial
statements for the year ended 31 December 2021. The interim financial
statements have been prepared in accordance with UK adopted International
Accounting Standards.
The interim financial information set out above does not constitute statutory
accounts within the meaning of the Companies Act 2006. It has been prepared on
a going concern basis in accordance with the recognition and measurement
criteria of UK adopted International Accounting Standards.
Statutory financial statements for the period ended 31 December 2021 were
approved by the Board of Directors on 30 June 2022. The report of the auditors
on those financial statements was unqualified. The interim financial
statements are unaudited and have not been reviewed by the Company's
auditor.
Going concern
The condensed interim financial statements have been prepared on a going
concern basis with a material uncertainty on going concern as a result of the
unpaid subscription set out below. The Directors believe funds can continue to
be raised from the capital markets to support any working capital shortfalls,
though this may be affected by current extreme market volatility in the United
Kingdom. The Directors have a reasonable expectation that the Company will
continue to be able to raise finance as required and to continue in
operational existence for the foreseeable future. Thus, they continue to adopt
the going concern basis of accounting in preparing the Financial Statements
Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business.
The key risks that could affect the Company's medium term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Company's 2021 Annual Report and Financial Statements, a copy
of which is available on the Company's website: www.pharmacinvestments.com
(http://www.pharmacinvestments.com/) . The key financial risks are market
risk, exchange rate risk, liquidity risk and credit risk.
Critical accounting estimates
The preparation of interim financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the end of the reporting period. Significant items subject to
such estimates are set out in Note 3 of the Company's 2021 Annual Report and
Financial Statements. The nature and amounts of such estimates have not
changed significantly during the interim period except for the following
Unpaid Subscription
On 30 June 2022, two investors signed binding agreements committing to each
subscribe for 40 million shares at 0.25p per share to give a total of
£200,000. The two investors have failed to fulfil their obligations under
these legally binding agreements and as a result the shares have not been
issued. The Directors are currently in discussions with their legal advisors
with a view to pursuing the investors and are also in discussions with other
potential investors about investing in the Company.
3. Accounting Policies
The same accounting policies, presentation and methods of computation are
followed in the interim consolidated financial information as were applied in
the Company's latest annual audited financial statements except for Intangible
assets and those that relate to new standards and interpretations effective
for the first time for periods beginning on (or after) 1 January 2022 and will
be adopted in the 2022 annual financial statements.
A number of new standards, amendments and became effective on 1 January 2022
and have been adopted by the Company. None of these standards have materially
affected the Company.
4. Earnings per Share
The calculation of loss per share is based on a retained loss of
£124,000 for the six months ended 30 June 2022 and the weighted average
number of shares in issue in the period ended 30 June 2022 of 269,857,144.
No diluted earnings per share is presented for the six months ended 30 June
2022 or six months ended 30 June 2021 as the effect on the exercise of share
options would be to decrease the loss per share.
5. Approval of interim financial statements
The interim financial statements were approved by the Board of Directors
on 18 November 2022.
Notice of AGM
The company announces that its Annual General Meeting will be held at 11am on
Friday 16(th) December at the offices of Hill Dickinson LLP. Notice will
shortly be posted to shareholders and will be available on the company's
website.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of Regulation (EU) No
596/2014 until the release of this announcement.
The Directors of the Company accept responsibility for the contents of this
announcement.
For further information please visit www.pharmacinvestments.com
(http://www.pharmacinvestments.com/)
For additional information please contact:
Pharma C Investments
Gavin Sathianathan, Investment Strategy Director
gavin@pharmacinvestments.com
Novum Securities
(AQSE Corporate Adviser)
Tel: +44 207 399 9400
David Coffman
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